SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRABE WILLIAM O

(Last)

(First)

(Middle)

ONE CAMPUS MARTIUS

(Street)

DETROI

48226-5099

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMPUWARE CORP [ CPWR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	12/15/2014		D		137,246	D	$10.3892	0.0000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Rights	⁽¹⁾	12/15/2014		D			7,999.9412	⁽¹⁾	⁽¹⁾	Common stock	7,999.9412	$10.3892⁽¹⁾	0.0000	D
Non-Qualified Stock Option (right to buy)	$5.6908	12/15/2014		D			10,000	05/05/2006⁽²⁾	05/05/2015	Common stock	10,000	$4.6984⁽³⁾	0.0000	D
Restricted Stock Units	⁽⁴⁾	12/15/2014		D			154,484	⁽⁵⁾	⁽⁵⁾	Common stock	154,484	$10.3892⁽⁶⁾	0.0000	D
Restricted Stock Units	⁽⁴⁾	12/15/2014		D			999	03/27/2014⁽⁷⁾	⁽⁷⁾	Common stock	999	$10.3892⁽⁶⁾	0.0000	D
Restricted Stock Units	⁽⁴⁾	12/15/2014		D			12,121	08/22/2011⁽⁷⁾	⁽⁷⁾	Common stock	12,121	$10.3892⁽⁶⁾	0.0000	D
Restricted Stock Units	⁽⁴⁾	12/15/2014		D			16,666	08/23/2010⁽⁷⁾	⁽⁷⁾	Common stock	16,666	$10.3892⁽⁶⁾	0.0000	D
Restricted Stock Units	⁽⁴⁾	12/15/2014		D			26,429	08/24/2009⁽⁷⁾	⁽⁷⁾	Common stock	26,429	$10.3892⁽⁶⁾	0.0000	D
Restricted Stock Units	⁽⁴⁾	12/15/2014		D			11,208	08/26/2013⁽⁷⁾	⁽⁷⁾	Common stock	11,208	$10.3892⁽⁶⁾	0.0000	D
Restricted Stock Units	⁽⁴⁾	12/15/2014		D			15,233	08/27/2012⁽⁷⁾	⁽⁷⁾	Common stock	15,233	$10.3892⁽⁶⁾	0.0000	D
Restricted Stock Units	⁽⁴⁾	12/15/2014		D			19,047	12/11/2014⁽⁷⁾	⁽⁷⁾	Common stock	19,047	$10.3892⁽⁶⁾	0.0000	D

Explanation of Responses:

1. Each dividend equivalent right ("DER") is in the form of RSUs that vest at the time the associated award vests and is the econimic equivalent of one share of Compuware common stock. The DERs were cancelled in the merger in exchange for cash consideration equal to the merger consideration per share multiplied by the number of RSUs held at the time of the merger.

2. The stock option vests annually on the anniversary of the grant in 25% increments.

3. The option was cancelled in the merger in exchange for cash consideration. The exercise price was previously reduced by $0.3842 pursuant to the terms of the plan to reflect the Covisint Corporation spin-off. The cash consideration equals the difference between the merger consideration per share and the adjusted exercise price per share, multiplied by the number of unexercised options held at the time of the merger.

4. 1 for 1

5. The RSUs were granted on multiple dates, were fully vested at grant and, pursuant to compensation deferral elections, become payable upon sepration of service from the Board of Directors.

6. The restricted stock units ("RSUs") were cancelled in the merger in exchange for cash consideration equal to the merger consideration per share multiplied by the number of RSUs held at the time of the merger.

7. The RSUs vest on the day immediately preceding the date of the first annual meeting of shareholders following the award date and, pursuant to a Settlement Deferral Election, become payable upon sepration of service from of the Board of Directors.

	By: /s/ Daniel S. Follis, Jr., Attorney-in-Fact	12/15/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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